Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. Prior to the Closing Date, --------------------- Seller shall prepare and deliver to Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet of the relevant items (the "Closing Balance Sheet") dated as of the last day of the month immediately preceding the month in which the Closing occurs. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and shall reflect Seller's good faith and fair estimate of the specific data as of the date indicated. The Closing Balance Sheet shall be used to make the payment of the Cash Portion of the Purchase Price on the Closing Date. If requested by Buyer, Seller shall also deliver the supporting schedules for such calculation showing, in reasonable detail, each item of Purchased Assets that increases the Cash Portion of the Purchase Price and each item of Assumed Liability that reduces the Cash Portion of the Purchase Price (the "Supporting Schedules").

Closing Balance Sheet. Prior to the Closing Date, --------------------- Seller shall prepare and deliver to Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet of the relevant items (the "Closing Balance Sheet") dated as of the last day of the month immediately preceding the month in which the Closing occurs. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and shall reflect Seller's good faith and fair estimate of the specific data as of the date indicated. The Closing Balance Sheet shall be used to make the payment of the Cash Portion of the Purchase Price on the Closing Date. If requested by Buyer, Seller shall also deliver the supporting schedules for such calculation showing, in reasonable detail, each item of Purchased Assets that increases the Cash Portion of the Purchase Price and each item of Assumed Liability that reduces the Cash Portion of the Purchase Price (the "Supporting Schedules").. 117

Closing Balance Sheet. Prior to the Closing Date, --------------------- Seller shall prepare and deliver to Buyer a calculation of the Cash Portion of the Purchase Price 19 based on a balance sheet of the relevant items (the "Closing Balance Sheet") dated as of the last day of the month immediately preceding the month in which the Closing occurs. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and shall reflect Seller's good faith and fair estimate of the specific data as of the date indicated. The Closing Balance Sheet shall be used to make the payment of the Cash Portion of the Purchase Price on the Closing Date. If requested by Buyer, Seller shall also deliver the supporting schedules for such calculation showing, in reasonable detail, each item of Purchased Assets that increases the Cash Portion of the Purchase Price and each item of Assumed Liability that reduces the Cash Portion of the Purchase Price (the "Supporting Schedules").